By-law 52

Article one: Interpretation
Article two: Conditions of membership
Article three: Members' meetings
Article four: Council
Article five: Directors and officers
Article six: Association assistance

Article five: Directors and officers

5.01 Directors. The Councillors shall be the Directors of the Association. Council shall elect, for such terms of office as the Council deems advisable, the senior governance positions which will include a President and one or more Vice-Presidents, to which title words indicating seniority or function may be added. The President and the Vice-Presidents must be Councillors.
5.02 Officers. The Council shall appoint an Executive Director as an Officer of the Association. The Executive Director may appoint such other Officers who may, but need not, be Members. The Officers are not Members of Council and shall not vote during meetings of Council.
5.03 President. The President shall, when present, preside at all meetings of the Members. The President shall participate in the formulation of general policy and in the general supervision of the management of the affairs of the Association. The President shall ex officio be a member of all committees of the Council and of the Association and shall have the right to attend and participate in all meetings thereof. The President shall have a vote at all such meetings except a meeting of the Audit Committee unless appointed a member thereof.
5.04 Vice-Presidents. Each Vice-President shall have such powers and duties as the President may delegate or as the Council may prescribe. The Vice-Presidents, in order of seniority as designated by the Council, shall be vested with all the powers and perform all the duties of the President in the absence or disability of the President.
5.05 Executive Director.
5.05.01 Powers. The Executive Director shall be the chief executive officer of the Association and shall have the general active management and direction, subject to the authority of the Council and the provisions of the By-law, of the Association's affairs. The Executive Director shall have the power to appoint Officers and to appoint and remove all employees and agents of the Association not elected or appointed directly by the Council and to settle the terms of their employment and remuneration.
5.05.02 Duties. Unless excused, the Executive Director shall attend and maintain the corporate record of all meetings of Members and all meetings of the Council and its committees. The Executive Director shall have such other duties and powers as are prescribed by the By-law and as the Council may prescribe in the Governance Manual. These duties will include, amongst others, responsibility for the control of the funds of the Association and the provision of an account of the Association's financial transactions and of the financial position of the Association at meetings of the Council.
5.05.03 Delegation. The Executive Director may delegate any of the foregoing powers and duties to any Officer, unless the Council otherwise directs.
5.06 General Counsel and Other Counsel. The General Counsel of the Association shall be appointed by the Council annually. General Counsel shall provide legal advice and opinion as requested. General Counsel shall assist and advise Council in retaining such other legal counsel as may be necessary to provide assistance to Members.


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